GPGI Inc (GPGI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 28, 2025, to be held virtually, allowing all shareholders to participate and vote online.

• Record date for voting is April 3, 2025; proxy materials are available online, with paper copies upon request.

• Board unanimously recommends voting in favor of all proposals presented.

Voting matters and shareholder proposals

• Election of three Class I directors for terms expiring in 2028.

• Amendment to increase authorized common stock from 250 million to 1 billion shares.

• Amendment to remove obsolete charter provisions, including those related to the eliminated dual-class structure.

• Amendment to the 2021 Incentive Equity Plan: increase share reserve by 4 million, raise annual evergreen increase from 4% to 6%, and extend plan term to 2035.

• Ratification of Grant Thornton LLP as independent auditor for fiscal 2025.

Board of directors and corporate governance

• Board expanded to 11 members in 2024, then reduced to 10 in 2025 following director changes.

• Board is classified into three staggered terms; six of ten directors are independent.

• Separate CEO and Executive Chairman roles; majority of committee members are independent.

• Controlled company status under Nasdaq rules due to majority ownership by Tungsten 2024 LLC and affiliates.

• Mandatory stock ownership guidelines for executives and directors; regular independent director sessions.